Nevada Code § 78.433

Applicability: Generally; protection of corporation and its stockholders
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1. NRS
78.411 to 78.444 , inclusive, do not
apply to any combination of a resident domestic corporation:
(a) Which was not, as of the date that the person
first becomes an interested stockholder, a publicly traded corporation, unless
the corporations articles of incorporation provide otherwise.
(b) Whose articles of incorporation have been
amended to provide that the resident domestic corporation is subject to NRS 78.411 to 78.444 , inclusive, and which was not a publicly
traded corporation on the effective date of the amendment, if the combination
is with a person who first became an interested stockholder before the
effective date of the amendment.
(c) With an interested stockholder of the
resident domestic corporation after the expiration of 4 years after the person
first became an interested stockholder.
2. The articles of incorporation of a
resident domestic corporation may impose on combinations of the resident
domestic corporation stricter requirements than the requirements of NRS 78.411 to 78.444 , inclusive.
3. Without limiting the provisions of NRS 78.138 or 78.139 , the provisions of NRS 78.411 to 78.444 , inclusive, do not restrict the
directors of a resident domestic corporation from taking action not in
circumvention or contravention of this title to protect the long-term or
short-term interests of the corporation or the long-term or short-term
interests of the corporations stockholders, including, without limitation,
adopting or signing plans, arrangements or instruments that issue, grant or
deny rights or options pursuant to NRS
78.200 to a holder or holders of a specified number of shares or percentage
of share ownership or voting power, for the purpose or having the effect of
granting or denying rights, privileges, power or authority to any such holder
or holders.

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